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POWER PURCHASE AGREEMENT ("PPA") <br /> this Agreement terminates prior to the expiration of the Term <br /> as the result of a Default Event by Purchaser would be difficult <br /> to ascertain, and the applicable Termination Payment is a <br /> reasonable approximation of the damages suffered by Seller <br /> as a result of early termination of this Agreement. <br /> b. Seller. If Seller is the Defaulting Party and Purchaser <br /> terminates this Agreement, the Termination Payment to <br /> Purchaser shall be equal to the sum of (1) the net present <br /> value(using a discount rate of prime+2%)of the excess,if any, <br /> of the reasonably expected cost of electric energy from the <br /> Utility over the Contract Price for the reasonably expected <br /> production of the System for the remainder of the Initial Term <br /> or the then current Additional Term,as applicable;(2)all costs <br /> reasonably incurred by Purchaser in re-converting its electric <br /> supply to service from the Utility; (3) any removal costs <br /> incurred by Purchaser, and (4) any and all other amounts <br /> previously accrued under this Agreement and then owed by <br /> Seller to Purchaser. The Termination Payment shall not be <br /> less than zero. <br /> c. Obligations Following Termination. If a Non-Defaulting Party <br /> terminates this Agreement pursuant to this Section 13(bl, <br /> then following such termination, Seller shall, at the sole cost <br /> and expense of the Defaulting Party, remove the equipment <br /> (except for mounting pads and support structures) <br /> constituting the System. The Non-Defaulting Party shall take <br /> all commercially reasonable efforts to mitigate its damages as <br /> the result of a Default Event. <br /> 14. Representations,Warranties and Covenants <br /> a. General Representations and Warranties. Each Party represents and warrants to the <br /> other the following as of the Effective Date: <br /> I. Such Party is duly organized,validly existing,and in good standing under the laws <br /> of the jurisdiction of its formation; the execution, delivery and performance by <br /> such Party of this Agreement have been duly authorized by all necessary <br /> corporate, partnership or limited liability company action, as applicable, and do <br /> not and shall not violate any law; and this Agreement is valid obligation of such <br /> Party,enforceable against such Party in accordance with its terms(except as may <br /> be limited by applicable bankruptcy, insolvency, reorganization, moratorium and <br /> other similar laws now or hereafter in effect relating to creditors 'rights <br /> generally). <br /> ii. Such Party has obtained all licenses, authorizations, consents, and approvals <br /> required by any Governmental Authority or other third party and necessary for <br /> Page 22 of 49 <br />